Institution Theme Category Discussion Questions
  • Neuberger Berman
  • Governance
  • Compensation
Company Year Market Source Link
Univar Solutions Inc. 2020 US Website

Starting in early 2019, we engaged with senior management and the lead independent director on various governance issues. During in-person meetings and conference calls, we argued that the management team should clarify its messaging to the investment community, adopt a mandatory retirement age policy for the Board of Directors and hire a new CFO to develop and implement best practices. As part of our inaugural NB Votes initiative, based on what we considered an excessive Chairman/ex-CEO pay package, we withheld votes for the Directors on the Compensation Committee, indicating our position to Univar and publicly disclosing it in advance of the annual meeting. Recently, we began communicating with the company’s CFO and general counsel on their employee satisfaction, diversity and inclusion metrics.
Over the course of the past year, most of the changes we requested have occurred. The Board of Directors implemented a mandatory retirement age of 75, strengthened its “claw-back” incentive compensation for executives, and reduced the number of public Boards upon which the CEO and Directors can serve. Univar also hired a new CFO and, with our input, revamped its investor presentations. In October 2020, the Board of Directors appointed a leader for its newly formed Governance and Corporate Responsibility Committee with the plan to lay out more goals on diversity, inclusion and environmental metrics. This progress has helped reinforce our confidence in Univar.

Related Details

  • Category'
  • Management
  • Resolution
  • Election of members of the compensation committee: Mark J. Byrne, Stephen D. Newlin, Kerry J. Preete, Robert L. Wood
  • Vote
  • Rationale
  • Outsized compensation awards granted at the committee's discretion
  • Details
  • NB expects each company to design compensation policies that are appropriate to its situation and that will attract and retain skilled executives who will be incentivized to increase their company’s long-term shareholder value. We expect compensation committees to design, adopt and clearly articulate a strong link between executive compensation and performance. In our evaluation of compensation plans, we seek to understand how the metrics selected are related to the medium- to long-term business strategy articulated by executives. Performance incentives should be tied to challenging targets with disclosure around target setting in relation to prior high-water marks…We are voting against due to outsized awards as a result of committee discretion.